October 20, 1997





Dear Shareholder:



IMPORTANT ANNOUNCEMENT
In a continuing effort to provide one stop shopping to our shareholders we are pleased to announce that we can now offer a family of equity funds to our shareholders. Dupree & Company, Inc., the Fund’s investment advisor, has entered into an alliance with Fifth Third Bank which makes it possible for our shareholders to invest in equity mutual funds. By investing through Dupree & Company, Inc., the Fountain Square Funds which are managed by Fifth Third equity managers, can be purchased with no-load, no 12b-1 fees, and no added transaction expense. We will continue to handle all of your shareholder statements and account servicing needs just as we have done for your Dupree Fund account(s). To compensate us for these services, Fifth Third will share up to 25 basis points of their usual management fee with Dupree. Fifth Third Bank will continue to be responsible for the portfolio management of the Fountain Square Funds. The Fountain Square equity funds we will offer are: Total Return, September 30, 19971 Fund2 1 yr. 5 yrs. 10 yrs. Quality Growth Fund 38.84% 17.02% 13.75% Mid Cap Fund 38.18% 16.60% 14.31% Equity Income Fund 35.26% 14.54% 11.82% Balanced Fund 28.62% 12.91% 13.41% International Equity Fund 15.97% 8.42%(since inception - 8/18/94) The Fountain Square Money Market fund we will offer is: Fund3 7 day Yield, September 30, 1997 U.S. Treasury Obligations Fund 5.24%4 Any of Dupree’s several registered representatives can discuss your investment objectives to help you invest in a suitable fund or funds. To avoid conflicts of interest, none of our representatives are on commission, they are all salaried. You may call us at 800 866-0614. If you will inform us of your interest in any of the above funds, we will forward a prospectus immediately. Yours truly, Dupree Mutual Funds Thomas P. Dupree, Sr. President
1 Past performance is not a guarantee of future investment results. Share price and investment returns will vary and you may have a gain or loss when you sell shares. 2 The quoted performance of these funds ("Mutual Funds") includes performance of certain collective trust funds ("Commingled") accounts advised by Fifth Third Bank, for periods dating back to 1/1/83 for the Equity Income Fund and prior to its commencement of operations on 1/27/97; for periods dating back to 1/1/83 for the Balanced Fund and the Quality Growth Fund, and prior to their commencement of operations on 11/20/92; for periods dating back to 1/1/85 and 1/1/86 for the Mid Cap Fund, and prior to its commencement of operations on 11/20/92; as adjusted to reflect the expenses associated with the Mutual Funds. The Balanced Fund includes the weighted historic performance of two Commingled accounts, (the Common Stock and Fixed Income Funds for Employee Benefit Plans), at a ratio of 65% of (the Common Stock Fund for Employee Benefit Plans) and 35% of (the Fixed Income Fund for Employee Benefit Plans). The Balanced Fund may vary its investment in equity and fixed income securities as described in the prospectus. The Commingled accounts were not registered with the Securities and Exchange Commission and, therefore, were not subject to the investment restrictions opposed by law on registered mutual funds. If the Commingled accounts had been registered, their performance may have been adversely affected. 3 Money Market Funds seek to maintain a stable net asset value of $1.00 per share; however, there is no assurance that they will be able to do so. An investment in the Fund is neither insured nor guaranteed by the U.S. Government. 4 A portion of the fees were waived. Yield would have been 5.10% had the waivers not been in effect. Please read the prospectus carefully before investing or sending money. The prospectus contains more detailed information including expenses.